Southwest Gas Holdings Inc

Role of the Committee

The Committee oversees our executive compensation program and is responsible for reviewing and approving all executive compensation and benefit plans of the Company’s executive officers, including its NEOs. The Committee meets regularly throughout the year to review and discuss, among other items, our compensation philosophy, changes in compensation governance, composition of our peer group, corporate goals and objectives relevant to the CEO’s compensation, the CEO’s performance in relation to such goals and objectives and, together with the other Independent Directors of the Board, the CEO’s actual compensation. The Committee also reviews, based on the recommendations provided by the CEO, and approves the salaries and incentive compensation for the other executive officers, including the NEOs. The Committee’s Charter is available on the Company’s website atwww.swgasholdings.com.

Role of Management

Management, including the NEOs, receives direction from the Committee regarding executive compensation. Management annually provides information to the Committee regarding market practices and pay levels of the various elements of direct compensation (including target awards for incentive compensation), as well as the thresholds, targets and maximums of the performance measures. Information is gathered from Company operating data, external independent surveys and publicly available compensation comparisons. Decisions regarding CEO compensation are made solely by the Committee meeting in executive session without the CEO or any other NEOs present. Decisions regarding the compensation of other NEOs are also made by the Committee, in consultation with the CEO, but without the other NEOs being present.

Role of Independent Compensation Consultant

Korn Ferry served as the independent compensation consultant to the Committee from January to March 2023. In April 2023, the Committee directly retained Aon’s Human Capital Solutions practice, a division of Aon (“Aon”), as an independent compensation consultant to the Committee. Centuri management engaged Meridian Compensation Partners (“Meridian”) to advise on executive compensation. Aon’s engagement with the Committee as its independent compensation consultant included a review and analysis of several aspects of the executive compensation program, including the following:

▪Peer group review;

▪Providing and analyzing compensation market data;

▪Analyzing incentive plan design;

▪Advising on the reasonableness of our NEO compensation levels and programs;

Southwest Gas Holdings 2024 Notice and Proxy 33

▪Review of our Compensation Discussion and Analysis disclosure;

▪Performing benchmarking and analysis of our Board of Directors’ compensation; and

▪Attending each Committee meeting, including meeting with the Compensation Committee in private executive sessions, without management present.

Korn Ferry did not receive fees from the Company for services other than executive compensation services requested by the Committee. In addition to serving as the Committee’s independent compensation consultant, Aon also performed retirement plan consulting services for Southwest. In 2023, Aon received approximately $1,153,780 from the Company and Southwest, including approximately $129,021 for executive compensation services. During 2023, Meridian did not receive fees from the Company or Centuri for services other than executive compensation services. For 2023, the Committee analyzed whether the work of Korn Ferry, Aon, Meridian or any other executive compensation adviser raised any conflicts of interest, taking into consideration all relevant factors, including those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Exchange Act. The Committee determined, based on its analysis of all relevant factors, that no conflicts of interest were present.